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Monday, March 06, 2017 10:49:11 AM
https://www.sec.gov/Archives/edgar/data/933136/000119312515186101/d924385d8k12g3.htm
Thomas L. Fairfield Restricted Stock Agreement
In addition, on May 12, 2015, the Board approved a restricted stock agreement with Thomas L. Fairfield (the “Fairfield Restricted Stock Agreement”) pursuant to which the Company expects to issue to Mr. Fairfield an award of 1,777,778 restricted shares of the Company’s common stock. This award has an initial value of $4 million (or $2.25 per share); however, the Company may be required to issue additional shares to Mr. Fairfield to support such initial valuation if the conversion price applicable to the Company’s Series B Convertible Preferred Stock is less than $2.25 per share. Such award will vest in full upon the consummation of a Qualifying Acquisition, subject to Mr. Fairfield’s continued employment with the Company until such time.
[...]
The identical paragraph exists for Fairfield...
Lower PPS = more shares for Fairfield and Gallagher to "compensate" the difference from $2.25 to $1.75 (floor price) conversion price. The lower the PPS, the more "additional" shares they will get, correct?
IMO that's a huge conflict of Interest?!?
What about a class action?!?
=====> Just my personal opinion, no investment advice!
=====> I am long WMIH
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